Once Upon a Time in America (C’era una Volta in America, 1984) was the last film that Sergio Leone directed and also his most monumental achievement. This epic production about young Jewish gangsters in early 20th-century New York City pushes the boundaries of cinematic expression in several dimensions and remains as breathtaking today as when it was first released. Leone’s previous directorial outing had been Duck You Sucker (Giù la Testa, aka A Fistful of Dynamite and Once Upon a Time… the Revolution, 1971), and although he had been active in the film industry over those intervening years, he had stepped out of the limelight and seemed to be preparing the foundations for his masterpiece. He had even turned down an offer to direct The Godfather (1972) so that he could concentrate on his own conception of American underworld society.

Societal themes had not really been part of Leone’s original claim to fame, which had been based on epic man-to-man encounters in the American Old West with his “Dollars" (aka “Man With No Name”) trilogy – A Fistful of Dollars (1964), For a Few Dollars More (1965), and The Good, the Bad, and the Ugly (1966). But after those early successes, Leone’s vision broadened to incorporate the social dimension, and his subsequent, and final, three films, sometimes referred to as his “Once Upon a Time” trilogy all include a perspective on significant social dynamics that have affected modern society:

Once Upon a Time in the West (1968) incorporated an implicit view of how the spread of industrialization, symbolized by the railroad, was bringing the desirable social sense of corporation to the individual-centric Old American West.

Once Upon a Time… the Revolution (1971) included a perspective on the intellectualized undergirdings that support modern revolutionary impulses.

Once Upon a Time in America looked at the rise in America of organized crime in the form of the “Syndicate” (aka the National Crime Syndicate) [1].

Leone was inspired to take up this latter theme by reading the semi-autobiographical novel The Hoods (1952) by Harry Grey (real name: Herschel Goldberg). He then set about preparing his elaborate shooting script and assembling his production team, which included his invaluable collaborators, Tonino Delli Colli [2] for the cinematography and Ennio Morricone for the music. The cinematography and the music, of course, are essential aspects of Leone’s aesthetics and are what make his films stand out in the viewer’s memory.

As usual with Leone’s (and Delli Colli’s) cinematography, there are atmospheric and scenic wide-view tracking shots, here of cityscapes, that are adroitly combined with character closeups of the principals involved. Also as usual, much of Morricone’s musical score was composed and recorded before production so that Leone could employ it on the film set to inspire the acting performances. The music also included the wistful and evocative pan-flute tones of Gheorghe Zamfir. The musical themes create a pervasive melancholy atmosphere throughout the film and are present both diegetically (performed on camera in the story) and non-diegetically (heard on the soundtrack).

Despite the film’s aesthetic virtues and lengthy production period, however, it was not a success at the box office. After a 10-month period of shooting in 1982-83, Leone planned to make two three-hour films for commercial release. Producers pushed him to shorten this, though, and he eventually released a 229-minute version for distribution in Europe [3]. For the American release, producers further forced, against Leone’s wishes, a drastically re-edited and shortened (and much criticized) 139-minute version, which turned out to be a commercial disaster. Perhaps because of this box-office failure, Leone did not direct another film.

The story of Once Upon a Time in America revolves around the interactions of three principal characters from Manhattan’s Lower East Side, and it covers three widely-separated time sequences that span a period of almost fifty years. Although there are a number of dramatic and violent events in the story, the key elements concern the nature of these characters and how they affect each other. We see them interacting when they are teenagers, when they are in their twenties, and when they are in their sixties.

David “Noodles” Aaronson (played by Robert De Niro) is a gangster and almost the exclusive center of focalization in the story. He can be violent, even murderous, when frustrated, but he has his sensitive side, too. Although he wants to be wealthy, his primary value is friendship and loyalty. When we watch this story, we are viewing a person who is basically a ruthless animal, but who wants to be human.

Max Bercovicz (James Woods) is also a gangster and something of a senior partner to Noodles. He also values friendship, but his overriding ambition trumps everything else, and he is more calculating and conniving than Noodles.

Deborah Gelly (Elizabeth McGovern) is a young woman from Noodles’s neighborhood who dreams of winning fame as a dancer and actress. She is the object of Noodles’s romantic desires, and she fancies him, despite his shady life as a hood.

There are two key and conflicting relationships in the story:

RM – Noodles’s relationship with Max, which is such a strong bonding that it is almost like an asexual love affair. In some ways this relationship symbolizes Noodles’s sense of camaraderie with all his close male companions.

RD – Noodles’s relationship with Deborah. In every one of the key RD scenes of the film, Noodles wishes for an affectionate response from Deborah, but he never quite gets it.

The story unfolds in a nonlinear, serpentine fashion, and these intertwined relationships are so compelling that they sustain the viewer’s interest throughout. The three separate time periods shown, which I estimate to be in 1921, 1933, and 1968, are interspersed and not shown in chronological order, and the degree to which the earlier scenes represent flashbacks is not always clear. However, the key relationship scenes in the film, identified in the following by RM# and RD#, are presented in chronological order. In general, Leone uses the technique of “slow disclosure” to develop a scene, whereby the context of some scenes is only understood gradually as the viewer pieces together information details that are presented over time. In any case, the story is presented in nine unevenly apportioned sequences.

1. 1933-4: Aftermath of the Shootout At the beginning of the film, a young woman, Eve, who turns out to be Noodles’s girlfriend, is accosted and murdered in her apartment by gangsters who are looking to find Noodles. They also savagely beat up a restauranteur and friend of Noodles, “Fat Moe” (Larry Rapp), in order to find his whereabouts. (These are among the few scenes in the film that do not focalize on Noodles.) Noodles at this moment is in an opium den that is upstairs to a Chinese shadow-puppet theater. In his opium daze, Noodles recalls a phone call he had earlier made to the police that led to a shootout killing of his criminal partners, whose names are identified as Max, Cockeye, and Patsy.

Waking up from his opium daze and escaping the thugs, Noodles visits the beat-up Fat Moe, and after killing one of the thugs still lurking on the scene, takes from Moe's place a key to a railroad locker containing a suitcase. When Noodles retrieves the suitcase, he is shocked to find it empty. But evidently he feels the need to get away. Apparently seeking anonymity, he then buys a one-way ticket to Buffalo, New York.

2. 1968-1: Noodles Returns to New York City

A much older Noodles in 1968 is seen in the same train station, so we can guess that the earlier sequence was a flashback reminiscence on the part of Noodles. Noodles goes to visit Fat Moe on the suspicion that Fat Moe had stolen the loot that was supposed to have been in that suitcase years ago. Quickly seeing that he was wrong about Moe, they exchange pleasantries. Asked what he has been up to over the past thirty-five years, Noodles merely says that he has ‘been going to bed early.” We never do learn anything about that period of Noodles’s life.

Noodles does say that he has recently received a cryptic letter that indicated he has been found, and to find out what that means is why he has returned to New York City. Then he looks into a back storage room of Moe’s restaurant and lapses into a reverie of the past.

3. 1921: The Teenage World of Noodles

The next hour of the film covers life the period when Noodles was 15 or 16-years old. Noodles leads a small gang of delinquents consisting of himself and three others: Patsy, Cockeye, and Dominic, and they spend their time making pocket money by rolling drunks and carrying out punishments on deadbeats who owe money to loan sharks. In one of their operations they run into another teenage tough, Max, who appears to be a couple of years older than Noodles. Although Max and Noodles are potential rivals, Max quickly warms to Noodles, and they become close comrades (RM1).

Noodles admires Moe’s sister, Deborah, who spends her time practicing her dancing lessons. She sometimes encourages his glances, but she puts him down as a common street thug who doesn’t aspire to the respectability that she wants (RD1).

On another occasion when she is alone minding her parent’s restaurant, she invites Noodles in and reads poetry to him from the romantic biblical text Song of Songs. But as she reads, she interpolates into the lines some of her own snarky comments about Noodles:

“He is always lovable, but he will always be a two-bit punk, so he will never be my beloved.”

Still, she seems to like Noodles, and they come together for a kiss. When Max interrupts them, however, she is turned off by his punk relationships, and she sarcastically tells Noodes to “go on, run; your mother’s calling you.” Noodles joins Max outside the restaurant, but the two of them immediately run into a rival gang of older boys led by another thug, “Bugsy”, who proceed to attack them and beat them to a pulp. When the beat-up Noodles tries to return to the safety of the restaurant, though, Deborah refuses to let him in (RD2).

Nevertheless, with the spirited participation of Max now leading them, their little gang has increasing success in their criminal capers. They loyally decide to share all their plunder and stash it in a suitcase to be stored in a railroad station locker (the same one scene in Act 1).

But they are operating in a dangerous world, and they have another encounter with Bugsy, who guns down Dominic on the street. Overcome with rage at seeing his buddy killed, Noodles sneaks up on Bugsy and stabs him to death, and also stabs a cop who has come to intervene. Noodles is arrested for murder and spends the next twelve years in prison.

4. 1968-2: Noodles at the Cemetery
The film now transitions forward to 1968, with Noodles visiting an upscale cemetery, where an elaborate mausoleum has been erected commemorating his former colleagues Max, Cockeye, and Patsy. Noodles sees a key hanging on the inside wall and correctly guesses that it can be used to open up the old railroad station locker that had stored the gang’s suitcase full of loot. When he goes there and opens up the suitcase, this time he finds it is full of cash, with a mysterious message indicating it is an advance payment.

So Noodles figures he is being set up for something – but by whom and for what?

5. 1933-1: Noodles Rejoins the Gang

Another transition moves the film back in time to a short time before Act 1, perhaps 1932 or 1933. Noodles is released from prison and is welcomed back by his loyal friend Max, who provides him with a hooker for his immediate gratification (RM2). Max, now a successful rum-running gangster in the US era of alcohol prohibition and working with Cockeye (William Forsythe) and Patsy (James Hayden), takes him to a party at Fat Moe’s establishment, which is now a speakeasy. There he meets the girl he had been dreaming of while in prison for the past twelve years, Deborah, who is now grownup and glamorous. In a truly brilliant scene of tentative interaction (RD3), Noodles fishes for a warm reception from his dream love. She is hesitant about saying that she missed him while he was locked up, so he has to coax something out of her.

Noodles: “. . . you mean you weren’t counting the days?”

Deborah: “of course I was”

However, when Max summons Noodles for a private meeting, she again tells him,

“Go on, your mother’s calling you."

But then she adds,

" . . . . it’s good to see you again, Noodles”

Max immediately arranges a meeting for the gang, now including Noodles once more, to engage in a diamond heist in Detroit for upper-level gangsters, Frankie (Joe Pesci) and Joe (Burt Young). They pull of the heist, and when they return and go to an abandoned wharf to exchange their diamonds for a payoff from Joe, they massacre Joe and his men. Noodles is shocked and disturbed by the double-cross, but Max explains that it was all part of Frankie’s plan. Noodles expresses his concern to Max that their customary gang loyalty is being replaced by a corporate gangster mentality that dissolves trust (RM3). This is where the film begins to make allusions to the rise of the “Syndicate” that began to emerge in the US at about this time. The Syndicate was a criminal coalition that moved from illegal alcohol sales to a widespread infestation of American business and politics, including labor unions.

6. 1968-3: Noodles Recollecting
The aged Noodles is watching TV in 1968 and notices that a politician shown on the screen is a former labor leader, Jimmy Conway O’Donnell (Treat Williams) that he was acquainted with back in 1933.

7. 1933-2: Falling in with the Syndicate

The 1933 story continues with Max’s gang now getting involved with protecting a labor union led by Jimmy Conway O'Donnel from corporate thugs. Noodles, though, is drifting away from the group and trying to get closer to Deborah. He decides to make his grand gesture and offer himself to her. He rents an entire posh seaside resort during the off-season and takes Deborah there for an exclusive dinner. (RD4) Deborah tells him,

“You’re the only person that I ever cared about. But you’d lock me up and throw away the key, wouldn’t you?”

“Every night I used to think about you.” . . . “Nobody’s gonna love you the way I love you.”

But Deborah’s ego refuses to let her abandon her dreams of being a star. She tells Noodles that despite her feelings, she is leaving the next day for Hollywood. Noodles is wounded by this rejection. On the way home in the chauffeur-driven car, after she kisses him, he brutally rapes her in the back seat. This frustration-driven act of animality ends their relationship, and he silently watches her leave on the train the next day.

Noodles returns to the gang office at the speakeasy, where Max and the others express their displeasure over Noodles’s having lately neglected their activities (and hence falling short in terms of gang loyalty) while he was attending to Deborah. This is shown via a dramatically effective silence, with only the sound of his spoon stirring Noodles’s coffee cup, while the gang scrutinizes him suspiciously. But with Deborah now out of the picture, Noodles re-engages with the gang.

With US Prohibition coming to a statutory end, Max, always looking for more new and ambitious criminal operations, now concocts a plan for the gang to rob the heavily guarded Federal Reserve Bank in New York. Both Noodles and Max’s hooker girlfriend Carol (Tuesday Weld) know this will be suicidal, but they are unable to dissuade Max, who appears delusional. Carol urges Noodles to save Max’s life by tipping off the police about an upcoming criminal heist so that they can be captured and jailed. This would entail about 18 months in prison for all of them, but would save them from getting killed in a shootout. Noodles sees this as a comparatively minor act of betrayal that would actually be a life-saving gift to Max, and he decides to do it (RM4).

At a party later at Fat Moe’s speakeasy, Noodles goes into the office and make that fateful police call that was shown in Act 1. Just afterwards Max comes into the office and after going ballistic over what appears to be a trivial remark from Noodles, knocks his friend out cold with his gun.

8. 1968-4: The Final Encounters

The scene now shifts to 1968 with Noodles still trying to find out what it means to be “found”. He manages to track down his dream love, Deborah, who is now a prominent stage actress. Appearing in her dressing-room doorway, he asks, “aren’t you going to say anything?” He is still looking for the right response, but once more he doesn’t get it. He tells Deborah that he has received an invitation to a party from a certain "Secretary Bailey", a wealthy and prominent political figure who is now under criminal investigation. She urges him not to go to the party, telling him that all we have in life is our memories, and if he goes there he won’t have those anymore. At this, Noodles tells her that he has already discovered that she has been Bailey’s mistress for years (RD5).

Noodles then goes to the party, and when he meets Bailey in his private room, he sees that Secretary Bailey is in fact Max! Max/Bailey reveals that he had committed the ultimate betrayal back then – he had organized the shootout that killed his buddies Cockeye and Patsy, had faked his own death, and had stolen the gang’s money to start out a new life with a new name. He had stolen Noodle’s life – his money, his girl, and subjected him to a lifetime of guilt feelings over the false belief that his phone call had killed his friends. In fact the massacre had all been arranged by Max, and even the cops had been in on it. Max’s knocking out of Noodles after that fateful phone call had been his preconceived act to keep his friend out of the upcoming massacre.
Now Bailey (Max) knows that he is targeted to be killed by the Syndicate (he knows too much), and he figures that he is already a dead man. The only honorable death for him is to have Noodles kill him instead – as a vengeful payback for his betrayal of Noodles (RM5). He gives Noodles his gun and tells him to shoot.

However, Noodles refuses to do it, and even refuses to acknowledge the truth of what has been revealed to him. He tells Max

“Many years ago I had a friend, a dear friend. I turned him in to save his life. But he was killed. But he wanted it that way. It was a great friendship. It went bad for him. It went bad for me, too.”

Noodles walks out a back exit onto the street, where there is garbage truck waiting. Looking back at Max/Bailey’s house, he sees what appears to be Max come out. But his view of the man is obscured by the garbage truck, which has begun to move. After the truck passes, the man is no longer to be seen.

9. 1933-3: The Opium Den
The final scene returns to the time Noodles visited the opium den above the Chinese shadow-puppet theater just after the fatal shootout. He begins smoking the opium, and with his eyes closed, he smiles.

Once Upon a Time in America’s labyrinthine and multilayered narrative leaves viewers with some open questions, and two of them in particular stand out and have been widely discussed:

What happens to Max at the end of the film?

What is the meaning behind Noodles’s smile in the final shot?

I will come back to these two specific questions below, but first there are some other, more general topics to consider.

As with Leone’s earlier films, the expressionistic decor and atmosphere created by his misc-en-scene is compelling, but Leone's artistic expression now encompasses a new feature: the subtlety of the acting. The performances of James Wood and Robert De Niro, as the two main figures, are outstanding. De Niro is particularly good, precisely because he reins in his well-established capabilities for emphatic expression and presents the image of a more thoughtful person trying to figure out how to navigate through a violent and confusing world. To be sure, Noodles can be deplorably violent when provoked. But he (as presented by De Niro) also evinces a more hesitant and introspective side in his interpersonal dealings. This representation of a tentative groping for something helps sustain our interest throughout the long story.

In addition, the teenage actors in the lengthy1920 sequence (Act 3) of the film are also very good. They work effectively as an ensemble and create their own little society of teenage hoods. Moreover the physiognomies of several characters that are performed by different actors in the chronologically later sequences are surprisingly well matched, especially those of Fat Moe, Patsy, and Cockeye.

On a higher plane there is the societal perspective that Leone brings into consideration, and it is interesting to compare Once Upon a Time in America with Once Upon a Time in the West in this respect.

In Once Upon a Time in the West there was a somewhat elegiacal representation that the brutal, often savage, individualism that characterized the Old American West was gradually giving way to a more civilized and orderly form of social interaction. This was symbolized by the relentless westward extension of the railway tracks, which facilitated the introduction of and linkage to more cooperative and normative-based ways for people to interact. Thus the spread of the railway signified the decline of the Old West, but it also represented something that transformed American society in a positive way.

In Once Upon a Time in America, there is an indication that crime was gradually becoming corporatized and directly wired into the business end of American society via the Syndicate. This transformation was ironically triggered by the repeal of Prohibition in 1933, which prompted the criminal underworld leaders, such as Meyer Lansky and Bugsy Siegel, to expand and organize their operations into a crime machine. The suggestion, as presented in this film, is that loyalty and brotherhood were diminished by this process of syndication. And clearly the infestation of American society (reaching into high levels of government and trade unions) was something that transformed American society in a negative way.

What Once Upon a Time in America is fundamentally about, however, is not just social transformation but something deeper, and perhaps darker. It is about the basic narrative construction of reality [4,5,6]. I have discussed this idea concerning narrative structure of "reality" in connection with reviews about some other films: Memento (2000), Blow-Up (1966), and The Passenger (1975). The basic idea is that we all understand the world around us in terms of the narratives we construct from our experiences or from narratives that we have heard about. Even our most fundamental sense of temporality is based on narrative, as described by Paul Ricoeur [6]. Most importantly in the present context is the fact that we understand ourselves in terms of the narratives that we construct about ourselves. Deborah emphasizes this point to Noodles in Act 8 (1968-4: The Final Encounters), when she tells him that all we really have is our memories (i.e. our stories about ourselves). She is warning him that if he goes to visit Secretary Bailey, his self-understanding (and hence his self) will be destroyed.

The most essential narratives that we construct about ourselves concern (1) personal relationships: our interactions with the people we hold most dear and (2) the social world: our operations and interactions (our “personal journeys”) that establish our standing in the social world around us. In terms of self-constructed narratives, we can see their operation with respect to the three principal characters.

Deborah always wanted to be a star actress. This was the narrative that she had constructed for herself, and she wasn’t going to allow her personal feelings for a hood like Noodles to interfere with her envisioned narrative scheme. She was determined to live out that “social world” narrative, because that, to her, was her essential nature.

Max was an opportunist. Like Deborah, he treasured his personal relationship narrative with Noodles, but he was willing to sacrifice that in order to climb up as a major criminal in his social world narrative. When things got too hot for him, he chose to construct an entirely new social-world narrative for himself and sacrifice his relationship-narrative with Noodles.

Noodles was primarily interested in his personal relationship narratives. His social-world narratives were of secondary importance. Thus when he spent 12 years in prison and another 35 years in Buffalo, as far as he was concerned, nothing of much significance happened to him, and so the film doesn’t even cover that material. Although Noodles is shown sometimes to be a killer and a rapist, the film presents his struggles to hold on to his self-narrative based on his personal relationships. When Max presents him with information that would destroy his self-narrative, Noodles resists. He still reveres Deborah and praises her for having become a star, and he refuses to vengefully kill Max. To condemn them would be to deny who he is.

In this context we can return to the two open questions I mentioned earlier.

What happens to Max?
Since this film is really about narrative, Leone has left the viewer with (at least) three possible narratives to account for what has happened.

Max kills himself by throwing himself into the grinding augers of the garbage truck.

Max is somehow killed by unseen Syndicate assassins hiding in the garbage truck.

Max makes a previously-planned escape by boarding the garbage truck that is operated by some confederates. In this scenario, Max is commencing the construction of yet another new self-narrative.

Take your pick. Ir seems that Leone is challenging the viewer to make out his or her own narrative conclusion on this point.

What is the meaning of Noodle’s smile in the final shot?
Again, narrative considerations lead to multiple possibilities [7].

One could argue that everything that happens diegetically later than the opium den scene is a drug-induced dream on Noodles’s part. He unconsciously concocts this dream to salve his guilt about his complicity in the deaths of his comrades. A number of commentators have adopted this viewpoint, but I don’t hold to it.. For Noodles to construct this dream, he would build a new, demeaning narrative that would perhaps be worse than his existing self-narrative.

Or perhaps one could say that the opium put Noodles into a conscious state enabling him to see his real future. This would only be plausible if Noodles were to wake up from the dream and have no memory of it during the chronologically later sequences.

But I think there is a third possibility concerning the meaning of that closing smile that is more compelling. We could construe this shot to be Leone’s cynical final wink to his audience – that life is no more than a Chinese shadow puppet show. By making this parting gesture, Leone is alienating his viewers from their immersion in the foregoing narrative and thereby making a comment about the nature of narrative, itself.
★★★★

Thanks for the supportive comments, Murtaza. And thanks also for reminding me about "The Godfather: Part II", which I had neglected to list on my "The 200 Greatest Films" page.

As for comparing this film to the Godfather trilogy, I think it is difficult. It is a little like comparing great 19th century literature to great 20th century literature. Ultimately, though, I think the deep underlying mood of this film goes beyond what Coppola expressed in the Godfather films.

Great article. Sergio Leone's 'Once Upon a Time in America' is arguably one of the greatest films ever made; it is art in motion and an absolute masterwork of cinema. It embodies all the ingredients of a supremely grand epic: friendship, love, loyalty, betrayal, the passage of time and the mystery of memory, among many other themes, that captivate the viewer and draw them into the film's surrealistic world.

I created the following video tribute to the film which features Scott Tiler Schutzman (who played "Young Noodles"); it's an interesting promo worth checking out for those who appreciate, understand and value this magnificent film: